Provider Search Request for Proposals
Commonwealth Health Insurance Connector Authority 100 City Hall Plaza Boston, Massachusetts 02108
Request for Proposals Provider Search June 5, 2015
1.0. General Information 1.1 Introduction The Commonwealth Health Insurance Connector Authority (the “Health Connector” or the “Connector”) is issuing this Request for Proposals (“RFP”) to obtain proposals from qualified vendors to provide the Health Connector with a Provider Search solution to be integrated into the shopping experience in our existing website, www.mahealthconnector.org. 1.1.1. The Health Connector The Health Connector was established by the landmark Massachusetts health reform law, Chapter 58 of the Acts of 2006. The mission of the Health Connector is to connect Massachusetts residents and small businesses with affordable health insurance. The Health Connector is an independent public authority governed by an eleven-member board, comprised of government officials and members of the public, representing a range of interests and expertise that includes organized labor, employee health benefits, consumers, small business, actuarial science, and health economics. The Health Connector has been authorized under state law, Chapter 96, §7 of the Acts of 2012, to serve as the Marketplace, serving individuals (non-group) and small businesses in Massachusetts, under the ACA effective January 1, 2014. To fulfill its statutory responsibilities, the Health Connector is required to perform a series of policy and programmatic functions, which include, but are not limited to, eligibility determinations for Marketplace participation and insurance affordability programs; certification of Qualified Health Plans (QHPs); enrollment of the Marketplace population in QHPs; customer service; quality rating and reporting; oversight and financial integrity activities and operation of a Small Business Health Options Program (SHOP). The Health Connector has implemented significant programmatic and policy changes to align with ACA-required rules. Key elements of these changes are outlined below. As an ACACompliant Exchange, the Health Connector will continue to fulfill and expand its goal of facilitating access to affordable coverage options for the diverse array of eligible individuals and small employers in Massachusetts. Through the Marketplace, Massachusetts residents are able to determine their eligibility for MassHealth and other applicable state coverage programs. Individuals and families are also able to determine if they qualify for Federal Advance Premium Tax Credits (APTCs) that apply toward the purchase of Qualified Health Plans sold through the Marketplace. Small business owners can also shop and purchase insurance for their employee groups. The Health Connector also performs the premium billing, collections and aggregation functions on behalf of the plan issuers. 1.2 Defined Terms Capitalized terms not defined herein shall have the meanings assigned below unless the context clearly indicates otherwise. Agreement. The Contract which results from the award of this RFP. 2
Contractor. The selected bidder resulting from the competitive bid process with respect to this RFP. Implementation Plan. The Implementation Plan shall include, but not be limited to: a schedule, management and staffing plan, communication and hardware requirements, software and programming requirements, remedial response and escalation procedures, testing and acceptance criteria and performance measurements. RFP. Request for Proposals. Subcontractor. Any individual or other legal entity including, but not limited to, sole proprietor, partnership, limited liability company, firm or corporation who is engaged by the Contractor or another subcontractor to perform a portion of the Contractor’s obligation under the contract. 1.3 Issuing Officer The Health Connector is issuing this RFP. The Issuing Officer for this RFP is: Jason Hetherington, Chief Information Officer Commonwealth Health Insurance Connector Authority 100 City Hall Plaza Boston, MA 02108 617-933-3080 Email:
[email protected] Interested parties may submit questions only in accordance with Section 5.2 below. No other contact with a Connector employee and/or Board member with respect to this RFP is permitted from the date of release of this RFP until a final agreement is executed, unless otherwise directed by the Issuing Officer. 1.5 Terms of this RFP The required services are set forth in Section 2.0 below. Any organization that submits a response (“Bidder”) must be ready to provide services in accordance with those requirements. All bids must be valid for 90 days following the submission date. The terms of this RFP and all commitments stated in a Bidder’s response or its addenda, if that response is accepted by the Health Connector, will become binding between the Bidder and the Health Connector, subject to successful Agreement negotiations and execution. The successful Bidder must execute an Agreement in substantially the same terms as the Form of Agreement attached as Appendix A hereto. Any modifications to the Form of Agreement a Bidder deems necessary must be proposed in a redlined format (electronic and paper) for the Health Connector’s consideration at the time the proposal is submitted in response to this RFP. The Health Connector will not enter into negotiation over, or enter into an agreement without, any term that is not identified in the Bidder’s response to the RFP as a requested modification. A Bidder’s response to the Form of Agreement will be taken into consideration by the Health
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Connector in determining the responsiveness of the Bidder’s proposal, as set forth in Section 4.0 below. This RFP is not an offer to enter into an Agreement with any party. It is a request to receive proposals from Bidders interested in providing the services specified herein. Nothing in this RFP or in the Health Connector’s acceptance of any proposal, in whole or in part, shall obligate the Health Connector to complete negotiations with the Bidder. Acceptance by the Health Connector of any proposal shall be subject to the condition subsequent that the Health Connector and the Bidder execute an Agreement. The Health Connector reserves the right to negotiate with selected Bidders a change in any element of performance or cost identified in the RFP or in the selected Bidder’s proposal. The Health Connector reserves the right to end negotiations with a Bidder, without cause, at any time up to the execution of the Agreement arising from this RFP. Should the Health Connector and any selected Bidder fail to reach an accord on Agreement terms, the Health Connector may, in its sole discretion, negotiate with and award an Agreement to any other Bidder it selects or cancel the RFP altogether. The Health Connector reserves the right to modify the terms of this RFP at any time prior to the execution of a final agreement with a successful Bidder. Any such modifications will be posted on COMMBUYS and interested parties are encouraged to check COMMBUYS regularly for information regarding this procurement. 1.6 Term of Agreement The term of the Agreement resulting from this RFP shall commence on or about July 13, 2015 and will end on June 30, 2018. The Health Connector may, at its sole discretion, seek to extend the contract for three additional one-year terms. 2.0. Scope of Services 2.1. Business Requirements Currently, the Health Connector’s shopping experience does not offer customers the option to search, sort, or filter plans based on the participation of their preferred doctors, specialists, or hospitals. Shoppers must search the provider networks of all available plans, and the networks of each plan, one at a time, producing a fractured and disjointed shopping experience. The insurers each have their own user interfaces, functions and branding, which can be difficult for shoppers to use and interpret correctly. The Health Connector will offer plans from approximately eleven (11) health insurance carriers in plan year 2016. Data Requirements A primary function of the Provider Search Vendor will be data aggregation and cleansing. Specifically, the Vendor shall:
Aggregate and update, no less often than monthly, health care provider and facility/hospital data for each insurance carrier network pertaining to Qualified Health Plans (QHPs) offered by the Connector 4
The provider data required by the Connector will include, but not be limited to: o Provider Full Name o Provider Address o Provider General Category o Provider Specialty o Provider Gender o Provider Language o Provider Education o Provider Networks Accepted The health care hospital/facility data required by the Connector will include, but not be limited to: o Hospital/Facility Name o Hospital/Facility Address o Hospital/Facility Provider General Category o Hospital/Facility Provider Specialty o Hospital/Facility Provider Language o Hospital/Facility Provider Networks Accepted
Cleanse inconsistencies in provider and facility/hospital data between the various health insurance carriers participating in the Connector Cleansed and Aggregated data shall be searchable as unified records for each provider and hospital/facility
UI/UX and Integration Requirements The Connector is exploring a short-term and medium-term solution to making provider and facility/hospital data available to users. In the short term, the Connector and Vendor will make available to users a Vendor-hosted standalone user interface that allows a user to search for and select providers and facilities, and display resulting plans that accept those selected providers and facilities. This short-term solution will not include integration with the Connector’s existing platform. In the medium-term, the Connector, working with its established System Integrator, will integrate provider and facility/hospital network data with the Connector’s existing platform, allowing users to filter plans in the shopping experience based on search results. The Connector is exploring two options in order to implement the UI/UX aspect of the integrated solution: 1. Develop Connector website screens integrated via web service with the Vendor. Vendor will accept search criteria from the Connector website and return results to the Connector website in real-time. 2. Provider Search Vendor developed screens available to end users through an iFrame or other proxy method integrated with the Connector website. The Vendor will transmit providers and facilities/hospitals selected by users, along with the plans offering those providers and facilities/hospitals to the Connector website. 2.2. Additional Services 5
The Connector may request that the selected Vendor perform the following services in addition to services out lines in the requirements in Section 2.1. If and when the Connector makes such a request, the Connector and Contractor will determine the date of the commencement of these services. These services shall be priced separately from the rest of the proposal.
Implementation of the requirements specified in Section 2.1 for Qualified Dental Plans (QDPs) offered by the Connector. Note: The Health Connector will offer dental insurance plans from two to three carriers in 2016. 2.3.Questions about Bidder’s Proposed Solution
Please address the following questions in the response to the RFP. 1. What challenges does the Bidder foresee in meeting the implementation timeline specified within this RFP as it pertains to the short-term implementation option? What does the Bidder suggest as the best means of mitigating each of those challenges? 2. Has the Bidder previously implemented a real-time interface with an external site in order to provide provider/facility and carrier network information? If so, what lessons learned did the Bidder take from that experience? 3. How often does the Bidder update their existing provider and facility/hospital database with updated data from each health insurance carrier? 4. Does the Bidder currently offer a standalone user interface which allows public users to search for providers and facilities and display to users plans that accept those providers and facilities? 2.4. Specific Deliverables Vendor shall supply the Health Connector with all technical documentation required to implement the service, outlining Vendor’s existing capabilities. Vendor shall also document and maintain requirements and technical specifications particular to this implementation in an agreed-upon format. Vendor shall supply Health Connector recurring status reports, indicating usage statistics and analytics in an agreed-upon format. Usage statistics should include items such as the number of successful and failed service calls made by users, as well as details around provider file load statistics (e.g., successful and failed records loaded). 2.5. Timeline and general approach of engagement The Connector seeks to work closely with the selected Vendor to define detailed business and technical requirements and agree upon a detailed project plan. It is critically important to the success of the 2015-2016 Open Enrollment that the short-term solution is live and free of major defects no later than October 14, 2015. 6
The selected Vendor shall form an implementation team that will be responsible for producing the deliverables outlined below during the implementation. The deliverables and timelines below pertain to the implementation of the selected short-term solution, as outlined in Section 2.1. The Vendor is expected to work closely with the Health Connector throughout the engagement, with weekly (or otherwise defined periodic) communication on progress and expectations and thorough sharing of draft deliverables. The approved vendor would deliver the following by the dates specified for the short-term solution: Task
Date
Detailed implementation project plan
07/17/15
Detailed business requirements documentation
07/24/15
Detailed technical requirements documentation
07/31/15
Integration requirements documentation
08/07/15
Test plans
08/07/15
Deployment/release plans
08/07/15
Test results and defects (weekly)
09/04/15 – 10/09/15
Anticipated go-live for short term solution
10/14/15
The Health Connector must review and approve any change in scope, deliverables, or due dates. 3.0. Proposal Format and Submission Deadline 3.1. Proposal Submission Process and Deadline Two (2) original, unbound proposals (signed in ink) and four (4) copies must reach the Health Connector offices no later than 5:00 p.m. EDT on 06/26/15 at the address below: Commonwealth Health Insurance Connector Authority 100 City Hall Plaza, 6th floor Boston, Massachusetts 02108 Attn: Kathy Hogan An electronic submission is also requested by the above date and time. Electronic submissions may be delivered to
[email protected]. 7
Proposals should be prepared in as concise a manner as possible, delineating the capabilities of the Bidder to satisfy the requirements of this RFP. Proposals should include each of the components outlined in Sections 3.2, 3.3, 3.4, 3.5 and 3.6. 3.2. Transmittal Letter A signed transmittal letter, no longer than one page, shall accompany each proposal. The transmittal letter shall be executed by an individual authorized to bind the Bidder contractually. The transmittal letter shall, at a minimum, (a) confirm the Bidder’s willingness to be bound by, and ability to perform fully in accordance with, the terms and conditions of the Form of Agreement, attached to this RFP, subject only to such exceptions or modifications as are deemed necessary by the Bidder and referenced broadly in the transmittal letter and detailed in the body of the response or an attachment thereto, and (b) state that the Bidder has not colluded with anyone in the preparation of the response. The proposal should provide the name, title and contact information for the individual responsible for the response, who will be available to respond to Health Connector requests for additional information, if necessary. 3.3. Description of Proposed Response The Proposed Response should include the following:
Affirmation of the Bidder’s understanding and ability to meet all requirements listed in Section 2.1, accompanied by details and explanation that demonstrate Bidder’s ability to meet the requirements pertaining to the short-term solution and the two medium-term solution options.
Explanation of the Bidder’s ability to provide additional services listed in Section 2.2 including all relevant information including but not limited to Bidder’s current capabilities, past experience, description of how the additional services will be performed, ability to integrate additional services into the core solution, and time required to stand up additional services should they be requested;
Detailed responses to questions listed in Section 2.3 with any relevant explanations;
Explanation of the Bidder’s capacity and approach for addressing each of the deliverables listed in Section 2.4 within the timeline outlined in Section 2.5;
Potential obstacles/challenges related to meeting any requirements listed in Section 2.1 with an explanation;
Potential obstacles/challenges related to meeting any requirements listed in Section 2.2 with an explanation;
Holistic considerations related State-Based Marketplaces making a provider search tool available to shoppers;
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Identification of project team, including capabilities and depth of resources that would be available for the project, and each team member’s résumé and time dedicated to the project; and
Explanation of why the Bidder is bidding on this opportunity. 3.4. Summary of Experience and Qualifications
All Bidders must provide a brief overview of their experience and qualifications as it pertains to their experience working with state or federal government agencies, or other organizations performing similar functions to the Health Connector, implementing services outlined in Section 2.1 of this RFP. 3.5. References Bidders should provide three (3) references. The references should be previous clients for whom the Bidder served for engagements which have provided the experience requested under Section 3.4. Please provide telephone numbers and the names of contact persons. 3.6. Financial Proposal Bidder should provide a budget for the proposed scope of work described in Section 2.0. The budget must detail the costs for the following segments of work:
Initial implementation of the short-term solution with the Health Connector, including data aggregation and cleansing as well as testing of the technical and functional aspects of the solution. The time period will be from the award of the Agreement through 10/14/15;
Initial implementation of both potential medium-term solutions with the Health Connector, including any configuration work required to integrate with the Health Connector or its designee(s)’ internal systems, as well as testing of the technical and functional aspects of the solution;
Ongoing operations during time period from 10/15/15 through 6/30/18;
Optional extensions for ongoing operations (3 years, in 1 year increments), with time periods running from 7/1 through 6/30 for each year;
Initial implementation of Additional Services outlined in Section 2.2; and
Ongoing operations for Additional Services outlined in Section 2.2 – include all applicable costs and fees, e.g., monthly/annual service fees and per transaction fees, if any.
Pricing for each segment of work should include the following:
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Integration with a production environment, as well as up to four (4) testing environments: Development, Integrated System Test, User Acceptance Test and Performance Test;
Provisions for testing with dummy data that are not included in the production user base; and
Provisions for variations in the number of carriers, providers, networks, plans.
Bidders should use the template provided below as a guide to providing detailed cost for each phase/component of delivery (e.g., development, testing) and ongoing support to submit their financial proposal. Bidders should expand upon this format to provide additional detail as necessary. Costs for Implementation and Ongoing Support of Primary Requirements (Section 2.1) Item
Price
Implementation Short-Term Solution for Delivery on 10/14/15 Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
Total Cost of Short-Term Solution Implementation
$0.00
Medium-Term Solution – Option 1 (Delivery Date TBD) Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
Total Cost of Medium-Term Solution Implementation – Option 1
$0.00
Medium-Term Solution – Option 2 (Delivery Date TBD) Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
Total Cost of Medium-Term Solution Implementation – Option 2
$0.00
Ongoing Support
10
Monthly/Yearly Fixed Cost Item A (e.g. monthly service fee)
$0.00
Item B (e.g. monthly service fee)
$0.00
Total Monthly Fixed Cost
$0.00
Monthly/Yearly Variable Cost Item A (e.g. per transaction fee)
$0.00
Item B (e.g. per transaction fee)
$0.00
Total Estimated Monthly Variable Cost
$0.00
Costs for Implementation and Ongoing Support of Additional Services (Section 2.2) Item
Price
Implementation Short-Term Solution (Delivery Date TBD) Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
Total Cost of Short-Term Solution Implementation
$0.00
Medium-Term Solution – Option 1 (Delivery Date TBD) Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
Total Cost of Medium-Term Solution Implementation – Option 1
$0.00
Medium-Term Solution – Option 2 (Delivery Date TBD) Phase A (e.g. Development, Testing, etc.)
$0.00
Phase B (e.g. Development, Testing, etc.)
$0.00
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Total Cost of Medium-Term Solution Implementation – Option 2
$0.00
Ongoing Support Monthly/Yearly Fixed Cost Item A (e.g. monthly service fee)
$0.00
Item B (e.g. monthly service fee)
$0.00
Total Monthly Fixed Cost
$0.00
Monthly/Yearly Variable Cost Item A (e.g. per transaction fee)
$0.00
Item B (e.g. per transaction fee)
$0.00
Total Estimated Monthly Variable Cost
$0.00
3.7. Required Forms Bidders shall complete and submit the forms described in RFP Appendix B including: Federally-Required Certifications This engagement will be partially funded by federal grants received for the purpose of establishing an Exchange as required by the ACA. Accordingly, all Bidders must complete and execute the certification required by federal law, in the form attached hereto as Appendix B to the RFP. A Bidder’s proposal will not be considered complete without inclusion of this executed certification. Supplier Diversity Program Supplier Diversity Program (SDP). Massachusetts Executive Order 524 established a policy to promote the award of state contracts in a manner that develops and strengthens Minority and Women Business Enterprises (M/WBEs) that resulted in the Supplier Diversity Program in Public Contracting. M/WBEs are strongly encouraged to submit responses to this RFR, either as prime vendors, joint venture partners or other type of business partnerships. Similarly, Executive Order 546 established the Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) Program to encourage the participation of businesses owned and controlled by service-disabled veterans in all areas of state procurement and contracting, thereby including them in the SDP. Although the Health Connector is not subject to follow Executive Orders 524 and 546, the 12
Health Connector seeks to promote the same efforts. All bidders must follow the requirements set forth in the SDP section of the RFR, which will detail the specific requirements relating to the prime vendor’s inclusion of M/WBEs and/or SDVOBEs. Bidders are required to develop creative initiatives to help foster new business relationships with M/WBEs and/or SDVOBEs within the primary industries affected by this RFR. In order to satisfy the compliance of this section and encourage bidder’s participation of SDP objectives, the Supplier Diversity Program (SDP) Plan for this procurement will be evaluated at 10% or more of the total evaluation. Once an SDP commitment, expressed as a percentage of contract revenues, is submitted, negotiated and approved, the Health Connector will then monitor the contractor’s performance, and use actual expenditures with SDO certified M/WBE contractors and the Center for Veterans Enterprise certified SDVOBEs to fulfill their own SDP expenditure benchmarks. M/WBE and SDVOBE participation must be incorporated into and monitored for all types of procurements regardless of size; however, submission of an SDP Plan is mandated only for large procurements over $150,000. Unless otherwise specified in the RFP, the following SDP forms are required to be submitted by the deadlines noted below in order to meet the mandatory participation requirements of the SDP: SDP Plan Form #/Name
Submitted By
When Submitted
SDP Plan Form #1 – SDP All Bidders Plan Commitment
With Bid Response
SDP Plan Form #2 – Newly Awarded Declaration of SDP Partners Contractors
Within 30 days contract execution
SDP Plan Form #3 – SDP Contractors Spending Report
Within 45 days of the end of each quarter
of
Supplier Diversity Program (SDP) Resources: • Resources available to assist Prime Bidders in finding potential Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) partners can be found on the Supplier Diversity Program Webpage (www.mass.gov/sdp). • Resources available to assist Prime Bidders in finding potential ServiceDisabled Veteran-Owned Business Enterprise (SDVOBE) partners can be found on the Supplier Diversity Office Webpage (www.mass.gov/sdo).
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• The Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found on the OSD Training & Outreach Webpage. In addition, the SDP Webinar can be located on the Supplier Diversity Program Webpage (www.mass.gov/sdp). Supplier Diversity Program Subcontracting Policies. Prior approval of the Health Connector is required for any subcontracted service of the contract. Agencies may define required deliverables including, but not limited to, documentation necessary to verify subcontractor commitments and expenditures with Minority- or Women-Owned Business Enterprises (M/WBEs) and/or Service Disabled Veteran Owned Business Enterprises (SDV)Bes) for the purpose of monitoring and enforcing compliance of subcontracting commitments made in a bidder’s Supplier Diversity Program (SDP) Plan. Contractors are responsible for the satisfactory performance and adequate oversight of their subcontractors. 4.0. Criteria for Evaluating Proposals Once a Bidder has been deemed to be compliant with the response submission instructions stated in this RFP, the Bidder will be evaluated based on its written response; reference checks; and any other information available to the Health Connector. The Health Connector will convene a procurement management team (PMT) comprised of staff members of the Health Connector. The PMT shall recommend selection by the Health Connector of a Bidder, whose proposal, in the aggregate, provides the best value. Each proposal will be evaluated in accordance with the following criteria:
Comprehensiveness and soundness of the content provided by the Bidder in the Description of Proposed Response;
Responsiveness of the Bidder’s Description of Proposed Response to the requirements and expectations set forth in this RFP, including the Form of Agreement;
Compliance with the Supplier Diversity Program as set forth in this RFP;
Ability of the Bidder to meet the timeline for scope and deliverables specified in Section 2.0 and
Qualifications, experience and demonstrated performance in the areas described in Section 3.4.
The Health Connector will also review financial proposals for their reasonableness, competitiveness and value. Cost will be one factor, but not the sole factor, in consideration. The Health Connector is not required to choose the Bidder that proposes the lowest cost. 5.0. General Conditions 14
5.1. Additional Information / Best and Final Offer It may be necessary for the Health Connector to request additional information from one or more Bidders and the Health Connector reserves the right to do so. The Health Connector may ask certain Bidders to make oral presentations including a demonstration of the Bidder’s existing product, if any. The Health Connector, at its sole discretion, will determine which Bidders will do so. The Health Connector reserves the right, at its sole discretion, to request, at any time following submission of responses and prior to the final selection of Bidders for Agreement negotiation and execution, that all or some Bidders submit a best and final financial offer and/or clarify any given aspect of their response. 5.2. Questions Questions regarding this solicitation or requests for additional information should be directed to
[email protected]. All requests for additional general information should be received by 5:00 p.m. EDT on 06/12/15. Written responses to such questions will be provided to all eligible Bidders by 5:00 p.m. EDT on 06/16/15. The Health Connector will not respond to any requests for information from potential Bidders about this procurement other than those submitted in writing in accordance with this section. Potential Bidders are requested not to contact Health Connector employees or board members for information about this procurement other than as set forth in this section. 5.3. Reimbursement The Health Connector will not reimburse Bidders for any costs associated with the preparation or submission of any proposal or for any travel and/or per diem expenses incurred in any presentations of such proposals. 5.4. Health Connector Rights The Health Connector reserves the right to reject any and all proposals, to waive any minor irregularities in a proposal, to request clarification of information from any Bidder and to effect any Agreement deemed by it to be in its best interest with any of the Bidders. Issuance of this RFP is not a guarantee that a contract will be awarded. The Health Connector may at any time prior to the execution of a final agreement for the services covered by this RFP, for any reason and without penalty, notify Bidders of the cancellation of the RFP. Further, the Health Connector may modify the Form of Agreement as it deems necessary prior to the execution of the Agreement. Changes to the Agreement after its execution by the parties shall be made only by written amendment. 5.5. Applicable Laws The Bidder shall be responsible for compliance with provisions of federal, state and local laws applicable to the development and submission of any proposal received in response hereto. By
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submitting a proposal, the Bidder agrees that Commonwealth laws shall govern any and all claims and disputes that may arise between parties. 5.6. Public Records All responses and related documents submitted or presented to the Health Connector as part of this RFP may be subject to disclosure upon request under M.G.L. c. 66, § 10, and c. 4, § 7, cl. 26. The Health Connector is under no obligation to return any responses or materials submitted by a Bidder in response to this RFP, including Bidder “trade secrets” and financial information (which are not exemptions in the public records laws). The foregoing applies even if the Bidder has submitted a non-disclosure or other statement asking the Health Connector to retain the security or confidentiality of the trade secret and/or financial information. 5.7. Ownership of Materials and Data All material and data produced for the Health Connector under an Agreement resulting from this RFP are the exclusive property of the Health Connector. Any information provided by the Health Connector cannot be used for any purpose other than the functions described in an agreement without the express written consent of the Health Connector. 5.8. Health Connector Liability The Health Connector shall have no liability whatsoever to any Bidder or subcontractor of a Bidder for any financial losses or expenses incurred by such entity or entities in response to this proposal or in connection with a contract or the services of such thereunder except as expressly set forth in a contract. 6.0. Timeline for Review 6.1. Timeline It is the Health Connector’s intent to accept proposals on or before June 26, 2015 with the requirement that the accepted Bidder be prepared to execute a contract by July 13, 2015. The Health Connector reserves the right to modify such dates at its discretion. The following estimated timeline, although subject to change, indicates the Health Connector’s intentions regarding the RFP: RFP and Implementation Milestones
Deadline Date
RFP Issued
06/05/15
Bidder’s Questions Due
06/12/15
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CCA Responses Due
06/16/15
Proposal Due
06/26/15
Oral Presentations and/or Product Demos from Finalists Week of 06/29/15 (if necessary) Award Notification
07/08/15
Contract Signed, Commencement of Work
07/10/15
Anticipated Go-Live (Short-Term Solution)
10/14/15
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Appendix A FORM OF AGREEMENT
COMMONWEALTH HEALTH INSURANCE CONNECTOR AUTHORITY ONE HUNDRED CITY HALL PLAZA BOSTON, MASSACHUSETTS 02108
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (as may be amended from time to time, the “Agreement”) is made and entered into as of ____, ___ 2015 (“Effective Date”) by and between the Commonwealth Health Insurance Connector Authority (the “Authority”), an independent public authority of the Commonwealth of Massachusetts with a principal office and place of business at One Hundred City Hall Plaza, Boston, Massachusetts, and ____________________(Contractor).
Whereas, the Authority desires to retain Contractor to render certain services to the Authority and Contractor desires to be so retained by the Authority and to perform the services specified herein, all in accordance with the terms and conditions of this Agreement.
Now, therefore, in consideration of the premises, mutual covenants and representations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Certain Definitions. The following capitalized terms have the following meanings for purposes of this Agreement: a)
“Agreement” means this Master Services Agreement, including all work orders entered into hereunder and attached hereto and all other referenced attachments hereto and thereto, as the same may be amended from time to time in accordance with the terms of this Agreement.
b)
“Commonwealth” means the Commonwealth of Massachusetts (and its agencies and executive offices or agents where the context so requires).
c)
“Contractor” means any Person providing the services contemplated by this Agreement.
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2.
d)
“General Counsel” means the Authority's General Counsel, or, in the event that no Person holds such title at the time in question, such other legal counsel to Authority as Authority's Executive Director may designate.
e)
“Governmental Authority” means any national or federal government, any state or other political subdivision thereof, and any other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
f)
“Authority” means the Commonwealth Health Insurance Connector Authority and any of its subsidiaries, subdivisions or affiliates, and the successors or assigns thereof.
g)
“Person” means any individual, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority or any other entity.
h)
“Pre-Existing Works” means all materials owned by or licensed to the Contractor or the Authorized Subcontractors prior to the performance of services under this Agreement, or developed or licensed by the Contractor or the Authorized Subcontractors outside of the scope of the performance of the services, and all modifications thereof.
i)
“Project Personnel” means, with respect to the project hereunder, the employees or other personnel of each party responsible for such project.
j)
“Public Records Act” means the Massachusetts Public Records Act, M.G.L. Chapter 66, and any successor thereto.
k)
“Federal Awarding Agency” means the U.S. Department of Health and Human Services, Office of Consumer Information and Insurance Oversight (“CCIIO”) and any other agency of the United States government that provides federal grant funding to the Authority or the Commonwealth of Massachusetts that is used to fund the provision of Services under this Agreement.
Scope of Services. The Authority hereby retains Contractor to provide services to the Authority during the term of this Agreement, and Contractor hereby accepts such engagement. The specific services provided hereunder (“Services”) are set forth in a work order attached hereto as Attachment A. [The content of the work orders shall be in accordance with Section 2.0 of the Request for Proposals (RFP), and the Contractor’s response thereto. Each Work Order will include the scope of work, deliverables, timetable for delivery, project personnel and payment provisions.] Additional Services may be provided under this Agreement upon agreement of the Parties, provided that such additional Services shall be set forth in writing in a work order attached hereto, that is substantially in the form of Attachment A, specifying the start date and duration of the service request, the services to be performed, any deliverables to be furnished by Contractor, and payment terms. Contractor represents itself as competent and qualified to provide the Services set forth in this Agreement and in accordance with 20
the terms and conditions of this Agreement and acknowledges that the Authority is relying upon such representation in entering into this Agreement. This Agreement shall apply to all services provided from time to time by Contractor to the Authority during the term specified in Section 4. 3.
Payment. The Authority shall compensate Contractor as set forth in the attached work order(s).
4.
Term of the Agreement. This Agreement shall take effect as of the Effective Date set forth in the first paragraph of this Agreement and shall remain in effect until June 30, 2018, unless terminated sooner under the provisions of Section 8(a). The Authority at its sole option may extend the contract for up to three one-year periods on the same terms and conditions.
5.
Project Personnel. The relevant Project Personnel shall be set forth on the applicable work order. Unless otherwise agreed by the parties, each party will maintain the same personnel on its project team unless replacement is necessitated by the resignation, extended illness, incapacity or death of specific Project Personnel. The Authority may request the removal or replacement of any individual(s) from Contractor’s project team, and if such a request is made, Contractor shall use all reasonable efforts to replace the relevant individual promptly.
6.
Timely Performance. Contractor acknowledges that expeditious completion of Contractor’s services and the expeditious delivery of the deliverables are of the utmost importance to the Authority and that Contractor will diligently and continuously perform its Services during the term of this Agreement.
7.
Notices. Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing and shall be sent either (i) by facsimile or telecopier, (ii) by courier, or (iii) by first class mail, postage, prepaid, addressed to the Project Personnel listed in the applicable work order at the addresses of such Persons indicated in the first paragraph of this Agreement (or to such other address as a party may provide by notice to the party pursuant to this Section 7), and shall be effective (i) if dispatched by facsimile or telecopier and delivery is electronically confirmed by said media, the day such electronic confirmation is received, (ii) if sent by courier, one business day after written confirmation by said courier of delivery, (iii) if sent by first class mail, two business days after its date of posting. A copy of each notice required to be sent to the Authority pursuant to this Agreement shall also be sent to the General Counsel.
8.
Termination or Suspension: a)
This Agreement shall terminate on the date specified in Section 4, unless extended at the Authority’s discretion pursuant to Section 4 or unless earlier terminated or suspended as provided in this Section 8(a). The Authority may terminate this Agreement or any portion thereof without penalty at any time without notice, upon determination that the Contractor has violated any state or federal law, including without limitation any law regarding the confidentiality and 21
security of data. The Authority may terminate this Agreement or any portion thereof, without penalty at any time, upon provision of at least thirty (30) days advance written notice to the Contractor, in the event that, because of a change of law or loss of funding, the Authority no longer needs the services or has funding sufficient to meet its obligations under this Agreement. The Authority may terminate this Agreement or any portion thereof, without penalty and without cause at any time upon provisions of at least sixty (60) days advance written notice to the Contractor. If one party (the “Breaching Party”) breaches any material term or condition or fails to perform or fulfill any material obligation required by this Agreement, the other party (the “Non-Breaching Party”) may terminate or suspend this Agreement; provided, however, that the Non-Breaching Party shall first provide the Breaching Party with written notice specifying the nature of the breach or failure and the desired cure. If the Breaching Party fails to cure the breach or failure within thirty (30) business days following receipt of written notice, the Non-breaching Party may terminate or suspend the Agreement immediately. b)
9.
Obligations in Event of Termination; Survival: Upon termination of this Agreement, the parties shall have the following obligations: i)
Deliverables: Contractor shall deliver to the Authority all work papers and all written or other tangible work product created by the Contractor in performance of the services through the effective date of termination for which, if due, payment has been made, and all other property of the Authority, and all copies thereof in the direct or indirect possession or control of Contractor.
ii)
Payment: Contractor shall be paid for all requested and authorized services and deliverables described in the applicable work order(s) and satisfactorily performed and delivered up to and including the date of termination.
iii)
Non-cancellable obligations: The Authority shall remain liable for any non-cancellable obligations incurred by the Contractor and existing at the termination date; provided that any such obligation was properly authorized pursuant to the terms of this Agreement.
iv)
Sections 7 and Sections 9 through 22 of this Agreement shall survive termination of this Agreement.
Representations, Warranties, Covenants and Certifications: a)
As of the date of this Agreement, as of each date on which a work order is entered into by the parties, and throughout the term of the Agreement, Contractor hereby represents, warrants and certifies under the penalties of perjury as follows: i)
Contractor is duly authorized to enter into this Agreement (including all work orders hereunder), and the execution, delivery and performance of 22
this Agreement will not conflict with any other agreement or instrument to which it is a party or by which it is bound and will not violate any law, regulation, order or other legal requirement by which Contractor or any of its assets is bound. ii)
Contractor is qualified to perform the Services and it will perform the Services in a professional manner, with due care and skill, in accordance with all standards of its industry and in accordance with the terms of this Agreement.
iii)
Contractor and all Project Personnel of Contractor are fully capable and qualified to perform the described service(s) and Contractor’s other obligations under this Agreement, and have obtained all requisite licenses and permits to perform such obligations.
iv)
Contractor and all Project Personnel of Contractor are familiar with, and are and will remain in compliance with, and will not take any actions contrary to the provisions of, any laws, rules, regulations, ordinances, orders or requirements of the Commonwealth and other Governmental Authorities applicable or implicated by the subject matter of this Agreement, including, without limitation, the statutes referenced in Sections 9(d), 9(e), 13, 15 and 16 of this Agreement.
v)
Contractor and its employees are independent contractors of the Authority, and not employees, partners or joint-venturers of the Authority. Contractor will be solely responsible for withholding and paying all applicable payroll taxes of any nature, including social security and other social welfare taxes or contributions, that may be due on amounts paid to its employees. Contractor has filed and will continue to file all necessary state tax returns and reports, and has paid and will continue to pay all taxes and has complied and will continue to comply with all laws of the Commonwealth relating to Worker’s Compensation, M.G.L. c. 152.
vi)
Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, or sexual orientation. Contractor agrees to comply with all applicable Federal and State statutes, rules, and regulations prohibiting discrimination in employment, including but not limited to: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; and M.G.L. c. 151B. Contractor represents and warrants that all personnel supplied under this Agreement are eligible to work in the United States at the time of execution of this Agreement and that Contractor has a continuing obligation to ensure such status for the duration of the Agreement.
23
10.
vii)
All Project Personnel are either employees of Contractor or independent contractors of Contractor each of whom has entered into a written agreement with Contractor validly assigning to Contractor all intellectual property rights in Materials (as defined below) arising from performance of the services.
viii)
Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in rendering the Services under this Agreement to any federal department or agency.
ix)
Contractor hereby certifies that it has not and will not use any funding received under this Agreement for influencing, or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
Indemnification and Insurance: a)
To the full extent allowed by law, the Contractor shall defend, indemnify and hold harmless the Authority and the Commonwealth, including their employees, agents, officers and directors (the “Covered Persons”) from and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses (including legal fees and costs), judgments and awards (collectively, “Damages”) sustained, incurred, or suffered by or imposed upon any Covered Person resulting from, arising from or related to any third party claim based upon: (i) any breach of this Agreement or false representation of Contractor or the Authorized Subcontractors under this Agreement, (ii) any negligent acts or omissions or reckless or intentional misconduct of Contractor or Authorized Subcontractors or any of Contractor’s or the Authorized Subcontractors’ respective agents, officers, directors or employees, or (iii) any actual or threatened claims that the services or any work product or deliverables produced as a result thereof contain or constitute slander, libel, defamation, disparagement, piracy, invasion of privacy or unwanted publicity, breach of security of personally-identified information, unauthorized use of name or likeness of any person, plagiarism, misappropriation, or infringement of United States statutory or common law copyright, trademark, trade secret, patent or other proprietary right, except to the extent based on materials, information or statements provided in writing or approved in accordance with this Agreement by the Authority for publication, dissemination or distribution. Without limiting the foregoing, Contractor shall defend, indemnify and hold harmless each Covered Person against any and all Damages that may directly or indirectly arise out of or may be imposed because of the failure to comply with the provisions of applicable law by Contractor, the Authorized 24
Subcontractors or any of their respective agents, officers, directors, employees, or subcontractors. b)
11.
Contractor shall obtain and maintain in effect through the term of this Agreement appropriate insurance coverage for its activities under this Agreement, including but not limited to, comprehensive general liability insurance (bodily injury and property damage) and professional liability insurance. At the Authority’s request, Contractor will provide the Authority with copies of the certificates of insurance evidencing such coverage.
Ownership of Intellectual Property: Ownership and possession of all information, data, reports, computer programs, drawings, documents, designs, models, inventions, equipment, and any other documentation, work product, or product of tangible materials authored or prepared, in whole or in part, or purchased, obtained, created by Contractor pursuant to this Agreement or otherwise arising out of the performance of the services required hereunder (collectively, the “Materials”), other than Contractor’s administrative communications, records, and files relating to this Agreement, are the sole property of, and shall vest in, the Authority as “works made for hire” or otherwise. The Authority will own the exclusive rights, worldwide and royalty-free, to and in all Materials prepared and produced by Contractor pursuant to this Agreement, including, but not limited to, United States and International patents, copyrights, trade secrets, know-how and any other intellectual property rights, and the Authority will have the exclusive, unlimited and unrestricted right, worldwide and royalty-free, to publish, reproduce, distribute, transmit and publicly display all Materials prepared by Contractor. The Authority shall retain exclusive intellectual property rights in all graphics and texts provided to Contractor by the Authority for incorporation into final Materials prepared by Contractor. Contractor shall use graphics and text provided by the Authority for the sole purpose of fulfilling contractual obligations created by this Agreement. Contractor hereby irrevocably assigns to the Authority all of Contractor’s right, title and interest in and to the Materials. Contractor agrees that it shall execute all instruments and documents and take all other actions that may be reasonably necessary to protect the rights of the Authority as set forth in this Section and vest in the Authority ownership of the Materials. Notwithstanding the foregoing, the Authority acknowledges that in performing the Services, the Contractor will make use of its own proprietary and confidential methods and technology (“Pre-Existing Works”). Accordingly, no title or other interest in the PreExisting Works is granted or transferred except that the Contractor hereby grants to the Authority a royalty-free, paid-up, non-exclusive, irrevocable, perpetual worldwide right and license, with the right to sublicense, to use, execute, reproduce, display, perform, distribute copies of, modify and prepare derivative works based upon, such Pre-Existing Works, solely in connection with its use of the Materials. The Federal Awarding Agency will retain a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use and authorize others to use, for Federal Government purposes, the copyright in any work developed in connection with Services 25
under this Agreement, including the Materials, and in any rights to a copyright purchased under this Agreement with funds received by the Authority through a federal grant award. 12.
Assignment by Contractor; Subcontracting. The Authority may assign its rights and obligations under this Agreement to any Person who succeeds to all or any portion of the Authority’s business, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. Contractor shall not assign or in any way transfer any interest in, or any of Contractor's rights or obligations under this Agreement, including by operation of law, without the prior written consent of the Authority. The Contractor shall not subcontract any services to anyone without the prior written consent of the Authority, and any such subcontracts shall be consistent with and subject to the provisions of this Agreement. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under this Agreement. The Contractor shall provide the Authority with copies of all subcontracts.
13.
Conflicts of Interest. Contractor acknowledges the application of the Massachusetts Conflict of Interest Law (M.G.L. c.268A) to the subject matter of this Agreement and that Contractor's personnel, and Contractor’s subcontractor’s personnel, if any, may be considered “special state employees” and thus subject to the provisions of such law. Contractor represents and warrants that it is, and agrees that, for the duration of the term of this Agreement, it and its subcontractors, if any, shall remain in full compliance with the Massachusetts Conflict of Interest Law. Contractor and its subcontractors, if any, shall not take any action which it knows or has a reasonable basis to believe would cause any officer or employee of the Authority to participate in any decision relating to this Agreement which affects his/her personal interest or any corporation, partnership, or association in which (s)he is directly or indirectly interested or to have any interest, direct or indirect, in this Agreement or the proceeds thereof.
14.
Record Keeping, Audit, and Inspection of Records. Contractor shall maintain books, records and other compilations of data pertaining to its activities under this Agreement to the extent and in such detail as shall properly substantiate claims for payment and Contractor's performance of its duties under the Agreement. All such records shall be kept for a period of not less than seven (7) years or for such longer period as is specified by the Authority (the “Retention Period”). The Retention Period starts on the first day after final payment under this Agreement is made. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the Retention Period, whichever is later. The Authority, or its designees, shall have the right at reasonable times during normal business hours and upon reasonable notice, to examine and copy the books, records, and other compilations of data of Contractor which pertain to the provisions and requirements of the Agreement; provided, however, that such examination audit and inspection shall not include the right to audit direct payroll/salary costs or overhead costs, profits or non-billable expenses; and provided, further, that such examination, audit and inspection shall not include the right to inspect and audit the Contractor books and records more than twelve (12) months immediately preceding the date of the audit. Such access shall include on-site audits, reviews, and copying of 26
records. If such audit reveals that any portion of the fees was utilized for purposes not permitted under this Agreement, then Contractor shall refund to the Authority the amount determined by such audit within thirty (30) days of Contractor's receipt of such audit and demand. Pursuant to 45 CFR §92.36(i)(10), Contractor must provide access by the Federal Grantor Agency, the Comptroller General of the United States and any of their fully authorized representatives to such time and expense books and records of the contractor which are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. 15.
Confidentiality/Publicity: a)
If, in the course of Contractor’s performance the Services, the Contractor is required to use personal health information (PHI), as that term is defined under the Health Insurance Portability and Accountability Act (HIPAA), the Contractor and the Authority will executed a Business Associate Agreement in accordance with HIPAA.
b)
Contractor agrees to use appropriate physical, technical and administrative safeguards to prevent any use or disclosure of any personally identifiable information (PII) received pursuant to this Agreement, other than as specified in this Agreement or Attachment A thereto. Contractor shall comply with all applicable federal and state laws and regulations relating to confidentiality and privacy, including, without limitation, all requirements of M.G.L. c.66A that govern the data received pursuant to this Agreement. Contractor shall not disclose PII received pursuant to this Agreement without the approval of the Authority. Contractor shall not use the PII received pursuant to this Agreement for any purposes other than the services provided pursuant to this Agreement and in accordance with the directions of the Authority. Contractor shall not remove any PII from the premises of the Authority without the approval of the Authority. Upon termination of this Agreement or any Work order entered thereunder, or upon request of the Authority, the Contractor shall return all PII received pursuant to this Agreement. Contractor shall provide immediate notice to the Authority if it learns of any use or disclosure of PII received pursuant to this Agreement, when such use or disclosure was not permitted by this Agreement. Further, Contractor shall immediately attempt to retrieve such data and to take other appropriate actions to mitigate harmful consequences to the extent that such consequences are known and mitigation is practicable.
c)
Contractor shall provide immediate notice to the Connector if it learns of a breach of security under M.G.L. c. 93H, which is the unauthorized acquisition or use of unencrypted data that includes personal information that creates a substantial risk of identity theft or fraud. In addition to any rights the Authority may have under the indemnification provisions of this contract, the Contractor shall indemnify the Connector for the cost of providing any notices required by M.G.L. c. 93H.
d)
Contractor agrees that any information received from the Authority concerning the Authority’s business processes or operations, or that contains matters of 27
financial or proprietary nature, shall be deemed confidential. Contractor shall not use the Authority’s confidential information except in the performance of its services under this Agreement, and shall use reasonable means to prevent the disclosure of the Authority’s confidential information to any third party. Contractor agrees that, during the term of this Agreement and thereafter, it will not disclose to any party, other than the Authority, any information that it obtained or developed in the course of services performed under this Agreement. e)
16.
Contractor shall collaborate with the Authority to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which the Authority is concerned or discussed. Contractor shall not release, make or issue any such public statement or announcement relating to the Authority or to the subject matter of this Agreement without the prior written consent of the Authority.
Public Records: a)
As a public entity, the Authority is subject to the Massachusetts Public Records Law (M.G.L. c.66 and 66A) and thus certain documents and other materials made or received by the Authority are subject to public disclosure unless they are specifically exempted. Contractor specifically acknowledges that it bears the risk that any material submitted by Contractor to the Authority pursuant to this Agreement may be deemed not to qualify for a public records exemption.
b)
Furthermore, it is the intention of the parties that the Authority will continue to exercise custody of records received or produced under the Agreement. To the extent legally permissible, requests for access to said records shall be forwarded immediately to the Authority for response. Contractor shall not release information except as authorized to deliver services under this Agreement.
17.
Choice of Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth, without giving effect to the conflict of laws principles thereof. All legal actions arising out of or relating to this Agreement shall be commenced and maintained in a state or federal court sitting in the Commonwealth. By execution and delivery of this Agreement, each of the parties accepts for such party, generally, exclusively and unconditionally, the jurisdiction of said courts. This Section 17 shall not be construed to limit any other legal rights of the parties. Contractor acknowledges and agrees that any breach or threatened breach of this Agreement by Contractor will result in substantial, continuing and irreparable damage to the Authority. Therefore, in addition to any other remedy that may be available to the Authority, the Authority will be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach by Contractor of the terms of this Agreement.
18.
Amendments and Waivers. The Authority may amend the contract (without any action by Contractor) to reflect changes in law or Authority policies and shall promptly deliver any 28
and all such amendments to Contractor in the manner provided in Section 7 of this Agreement. Except as provided in the immediately preceding sentence, no amendment to or modification of this Agreement (including any work order), and no waiver of any provision hereof, shall be effective unless the same shall be in writing and shall be signed by each of the parties hereto. Any waiver by the Authority of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the remedies available to that party. 19.
Severability. Each provision of this Agreement shall be treated as a separate and independent clause and any decision from a court of competent jurisdiction to the effect that any clause or provision of this Agreement is null or unenforceable shall in no way impair the validity, power or enforceability of any other clause or provision of this Agreement.
20.
Binding Effect; Benefit; Entire Agreement and Attachments. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement embodies the entire understanding and agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to such subject matter. No statement, representation, warranty, covenant or agreement of any kind not set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
21.
Headings. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
22.
Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
23.
Federal Awarding Agency Reporting Requirements. The Federal Awarding agency will require regular reporting in connection with the federal grant award year funding the services. Contractor will cooperate with the Authority in meeting all reporting requirements.
24.
Supplier Diversity. Contractor shall complete the Supplier Diversity Program (SDP) Plan - Declaration of SDP Partner(s) form, attached herein as Attachment B, within thirty (30) days of the execution of this Agreement. After execution, Contractor must submit quarterly reporting, an example of which is attached herein as Attachment C, on June 30 and December 31 of each year during the Term of the Agreement.
29
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a document under seal as of the Effective Date set forth in the first paragraph hereof.
Commonwealth Health Insurance Connector Authority
By: Name: Louis Gutierrez Title: Executive Director Date:
Contractor
By:____________________________________ Name:________________________________ Title:_________________________________ Date:__________________________________ Federal Tax ID No:________________________________
30
ATTACHMENT A Work Order 1 (Most text to be supplied upon selection of Bidder) The following Service Level Agreements (SLAs) [to be defined with the selected Bidder] will be in effect upon Agreement Start Date. Each month, or as clearly indicated otherwise, Contractor shall measure its requirements that are subject to the SLAs against the SLAs and submit a Service Level Agreement Detail Report documenting Contractor’s performance as measured against such SLAs. Contractor shall issue a credit on its invoice to the Health Connector equal to the total SLA penalties accrued due to missed SLAs during such month. The Contractor shall meet the following service levels:
Name
#
Definition
Penalties
31
Frequency Method of Measurement of Evaluation
Attachment B – Supplier Diversity Program (SDP) Plan - Declaration of SDP Partner(s) SDP Plan Form #2
Instructions: Completing all parts of this form is mandatory. Please read instructions in the SDP section of the solicitation. Complete one form and submit within a period of up to 30 days of Agreement Execution. See SDP and SDVOBE Resource information below to assist in partnering with certified businesses. Part I Contractor Information (Required) Business Name:
Contact Name:
Phone # (
)
-
Email address:
Please note that prime bidders who are SDO-certified must also submit an SDP Plan Form and may not list themselves as an SDP Partner. Check any of the following that are applicable to the Bidder: /
Minority-owned Business Enterprise (MBE); Certification Expiration Date (If applicable): Women-owned Business Enterprise (WBE); Certification Expiration Date (If applicable):
/
/ /
Service-Disabled Veteran-owned Business Enterprise (SDVOBE); Certification Expiration Date (If applicable):
/
Identify Business Opportunities for SDP Partners (Optional):
Final SDP Percentage Committed for Life of Contract:
%
32
/
Part II Contractor’s SDP Partners (Required)(Fill in Applicable Lines; Insert Additional Rows as Needed) Planned SDP Partner’s Company Name Planned SDP Partner’s Contact Person’s Email Address*
Check Planned SDP Partner’s Certification(s)**
MBE
@
.
WBE SDVOBE
MBE
@
.
WBE SDVOBE
MBE
@
.
WBE SDVOBE
MBE
@
.
WBE SDVOBE
MBE
@
.
WBE SDVOBE
Alternative to Contractor Providing List of SDP Partners (above): If specifically authorized in the Request for Response (RFR) to utilize this option, by checking the box at right, Contractor acknowledges that they do not yet have any SDP Partners but will meet the percentage commitment in Part I (above) and all other contract requirements and will work with the SDO to identify and establish business relationships with SDO Partners: *The Health Connector reserves the right to contact SDP Partners at any time to request that they attest to the amounts reported to have been paid to them by the Contractor. ** SDP Partner Certification Acronyms: MBE = Minority-owned Business Enterprise; WBE = Women-owned Business Enterprise; SDVOBE = Service-Disabled Veteran-owned Business Enterprise.
33
*** Certification Status can be checked on the Supplier Diversity Program Webpage (www.mass.gov/sdp).
Supplier Diversity Program (SDP) Resources:
Resources available to assist Prime Bidders in finding potential Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) partners can be found on the Supplier Diversity Program Webpage (www.mass.gov/sdp). Resources available to assist Prime Bidders in finding potential Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) partners can be found on the Supplier Diversity Office Webpage (www.mass.gov/sdo). The Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found on the OSD Training & Outreach Webpage. In addition, the SDP Webinar can be located on the Supplier Diversity Program Webpage (www.mass.gov/sdp).
34
Attachment C – Supplier Diversity Program Spending Report SDP Plan Form #3
Supplier Diversity Program (SDP) Spending Report SDP Plan Form #3 Document Number/Name: Instructions: This form must include information on your company's spending with your Supplier Diversity Program (SDP) Partner(s) and must be completed and submitted within 45 days of the end of each quarter to Commonwealth Contract Manager.
Part I
Contractor Information (Required)
Contractor Company Name
Contact Name
Total Supplier Diversity Spending Commitment %*
Quarterly Contract Sales Quarter 1 (7/1-9/30)
Quarter 2 (10/1-12/31)
Quarter 3 (1/1-3/31)
Quarter 4 (4/1-6/30)
Fiscal Year Total (calculates automatically) $
Part II
SDP Partner Information (Required) (Insert additional lines as needed)
SDP Partner(s) Company Name
Email Address** Certification Type*** (Choose One)
Quarterly Spending with Supplier Diversity Partner(s) Quarter 1 (7/1-9/30)
Quarter 2 (10/1-12/31)
Quarter 3 (1/1-3/31)
Quarter 4 (4/1-6/30)
Year-To-Date Compliance Check (Do not change this line)
-
Fiscal Year Total (calculates automatically) $
-
$
-
$
-
$
-
$
-
$
-
$
-
If not in compliance, please explain why and what actions will be taken to bring your company to compliance with the annual spending commitment:
Part III
By signing below I attest to the accuracy of the information provided in this report:
Name Title Phone Email Authorized Signature
Supplier Diversity Certification Acronyms: MBE - Minority Business Enterprise WBE - Woman Business Enterprise MWBE - Minority and Woman Business Enterprise SDVOBE - Service-Disabled Veteran-Owned Business Enterprise
(leave blank if submitted electronically)
Date *This is your company's SDP Plan commitment percentage submitted in your Bid Response or established through negotiation. **The Supplier Diversity Office and contracting department reserves the right to contact SDP Partners at any time to request that they attest to the amounts reported to have been paid to them by the Contractor. ***Certification Status for SDP Partner(s) can be checked at www.mass.gov/sdo
35
Appendix B CERTIFICATIONS AND ASSURANCE
36
CERTIFICATIONS AND ASSURANCE AND SUPPLIER DIVERSITY
By signing this Certification, the authorized official of __________________ (the “Certifying Organization”) hereby certifies to the best of its knowledge and belief that: A. Certification Regarding Lobbying
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of Certifying Organization, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into or any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or intending to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the Certifying Organization shall disclose this fact to the Commonwealth Health Insurance Connector Authority “Authority”) and shall file any required disclosure form. 3. The Certifying Organization shall require that the language of this certification be included in any subcontracts or subgrants issued under its contract with the Authority and that all subcontractors or subgrantees shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.
B. Debarment, Suspension and Other Responsibility Matters Certifying Organization certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency.
37
Signed and executed this _____ day of ___________, 2015:
CERTIFYING ORGANIZATION
____________________________________ Organization Name By:
___________________________________ Signature
____________________________________ Printed Name
____________________________________ Title
38
Supplier Diversity Program (SDP) Plan Commitment – SDP Plan Form #1
Instructions: Completing all parts of this form is mandatory. Please read instructions in the SDP section of the solicitation. Complete one form and submit with Bid. Part I Bidder/Contractor Information (Required) Business Name:
Phone # (
Contact Name:
)
-
Email address:
Part II Financial Commitment (Required) Provide a specific percentage committed (as a percentage of Bidder/Contractor sales derived from this contract for the life of the contract) to be spent with all certified SDP Partners that the Bidder will propose if awarded a Contract. Please note that prime bidders who are SDO-certified must also submit an SDP Plan Form.
SDP Percentage Committed in Bid Response for Life of Contract:
%
Supplier Diversity Program (SDP) Resources:
Resources available to assist Prime Bidders in finding potential Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) partners can be found on the Supplier Diversity Program Webpage (www.mass.gov/sdp). Resources available to assist Prime Bidders in finding potential Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) partners can be found on the Supplier Diversity Office Webpage (www.mass.gov/sdo). The Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found on the OSD Training & Outreach Webpage. In addition, the SDP Webinar can be located on the Supplier Diversity Program Webpage (www.mass.gov/sdp).
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